-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PgtVtA0rVKi51UUVt6GFXEbOPMW63GBXphEqyGckp3iqJXpwQb+x2gqldAtGaxgR SDZ9itPvWmVY4EcBzF/SdQ== 0000927016-98-001226.txt : 19980331 0000927016-98-001226.hdr.sgml : 19980331 ACCESSION NUMBER: 0000927016-98-001226 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980112 ITEM INFORMATION: FILED AS OF DATE: 19980330 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAMETRIC TECHNOLOGY CORP CENTRAL INDEX KEY: 0000857005 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042866152 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-18059 FILM NUMBER: 98578683 BUSINESS ADDRESS: STREET 1: 128 TECHNOLOGY DR CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 7813985000 MAIL ADDRESS: STREET 1: 128 TECHNOLOGY CORP CITY: WALTHAM STATE: MA ZIP: 02154 8-K/A 1 FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 1998 PARAMETRIC TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 0-18059 04-2866152 (State or other jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 128 Technology Drive, Waltham, Massachusetts 02154 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (781) 398-5000 Total number of pages: 11 Exhibit index appears on page 4 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS ---------------------------------- The Form 8-K originally filed on January 27, 1998 is being amended to incorporate by reference the historical financial statements and related notes for the business acquired in the Merger as well as to include pro forma financial information of Parametric Technology Corporation ("Parametric") giving effect to the Merger. On January 12, 1998, Parametric completed its acquisition of Computervision Corporation ("Computervision"). The acquisition was structured as a merger (the "Merger") of a wholly owned subsidiary of Parametric with and into Computervision pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement") dated as of November 3, 1997. The Merger was a tax-free reorganization and is being accounted for as a pooling of interests. (a) Financial statements of business acquired ----------------------------------------- The financial statements of Computervision which are required pursuant to Rule 3-05 of Regulation S-X were previously reported in Computervision's Annual Report on Form 10-K for the year ended December 31, 1996 (Commission File No. 1-07760) and Computervision's Quarterly Reports on Form 10-Q, for the quarters ended March 30, 1997, June 29, 1997 and September 28, 1997 (Commission File No. 1-07760), and are incorporated herein by reference. (b) Pro Forma Financial Information ------------------------------- The unaudited pro forma combined condensed financial statements appear as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference. (c) Exhibits -------- 2.1 Agreement and Plan of Reorganization dated November 3, 1997 by and among Parametric Technology Corporation, PTC Acquisition Corporation and Computervision Corporation; previously filed as the same numbered exhibit to the initial filing of this report. 23.1 Consent of Arthur Andersen LLP; filed herewith. 99.1 Press release dated January 12, 1998; previously filed as the same numbered exhibit to the initial filing of this report. 99.2 Unaudited pro forma combined condensed financial statements; filed herewith. 99.3 Computervision's Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference. 99.4 Compuervisions's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, and incorporated herein by reference. 99.5 Computervision's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997, and incorporated herein by reference. 99.6 Computervision's Quarterly Report on Form 10-Q for the quarter ended September 28, 1997, and incorporated herein by reference. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PARAMETRIC TECHNOLOGY CORPORATION Date: March 27, 1998 by: /s/ Edwin J. Gillis -------------------------------- Edwin J. Gillis Executive Vice President, Chief Financial Officer and Treasurer 3 Exhibit Index 2.1 Agreement and Plan of Reorganization dated November 3, 1997 by and among Parametric Technology Corporation, PTC Acquisition Corporation and Computervision Corporation; previously filed as the same numbered exhibit to the initial filing of this report. 23.1 Consent of Arthur Andersen LLP; filed herewith. 99.1 Press release dated January 12, 1998; previously filed as the same numbered exhibit to the initial filing of this report. 99.2 Unaudited pro forma combined condensed financial statements; filed herewith. 99.3 Computervision's Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference. 99.4 Compuervisions's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, and incorporated herein by reference. 99.5 Computervision's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997, and incorporated herein by reference. 99.6 Computervision's Quarterly Report on Form 10-Q for the quarter ended September 28, 1997, and incorporated herein by reference. 4 EX-23.1 2 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in the Company's Form 8-K/A of our report on the financial statements of Computervision Corporation dated March 27, 1997 (except with respect to the matter discussed in Note 4, as to which the date is April 15, 1997 and the matters discussed in Note 15, as to which the date is November 10, 1997) included in the current report on Form 8-K of Computervision Corporation filed with the Commission on November 12, 1997 and to all references to our Firm included in the Form 8-K/A. /s/ Arthur Andersen LLP Arthur Andersen LLP Boston, Massachusetts March 26, 1998 EX-99.2 3 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS EXHIBIT 99.2 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed financial statements assume a business combination between Parametric and Computervision accounted for on a pooling of interests basis and are based on the respective historical financial statements and the notes thereto of Parametric, which have been previously filed, and of Computervision, which are incorporated by reference in this Form 8-K/A. The pro forma combined condensed balance sheet combines Parametric's September 30, 1997 audited consolidated balance sheet with Computervision's December 31, 1997 unaudited consolidated balance sheet. The pro forma statements of income combine Parametric's historical operating results for the fiscal years ended September 30, 1997, 1996 and 1995 with the corresponding Computervision historical operating results for the fiscal years ended December 31, 1997, 1996 and 1995, respectively. For purposes of the preparation of the unaudited pro forma combined balance sheet, merger related, debt prepayment and consolidation and integration expenses (which Parametric anticipates will be approximately $95 million on a pre-tax basis) were not included. The pro forma combined condensed financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved if the Merger had been consummated as of the beginning of the periods presented, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma combined condensed financial statements do not give effect to any cost savings which may result from the integration of Parametric's and Computervision's operations. These pro forma combined condensed financial statements are based on, and should be read in conjunction with, the historical consolidated financial statements and the related notes thereto of Parametric, which have been previously filed, and Computervision, which are incorporated by reference in this Form 8-K/A. Unaudited Pro Forma Combined Condensed Balance Sheet As Of September 30, 1997 (amounts in thousands)
Pro forma Parametric ----------------------- Technology Computervision Adjustments Combined ---------- -------------- ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 154,228 $ 14,381 $ $ 168,609 Short-term investments 354,516 -- 354,516 Accounts receivable, net 154,777 41,244 196,021 Other current assets 27,620 22,218 49,838 ---------- -------------- ----------- ----------- Total current assets 691,141 77,843 768,984 Marketable investments 45,580 -- 45,580 Property and equipment, net 47,504 9,293 56,797 Other assets 48,198 9,645 57,843 ---------- -------------- ----------- ----------- Total assets $ 832,423 $ 96,781 $ $ 929,204 ========== ============== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Notes payable and current portion of long-term debt $ -- $ 39,477 $ $ 39,477 Accounts payable 14,060 24,245 38,305 Accrued expenses 22,357 76,785 99,142 Accrued compensation, severance and related expenses 39,085 52,624 91,709 Deferred revenue and customer advances 81,287 32,862 114,149 Income taxes 30,369 40,263 70,632 ---------- -------------- ----------- ----------- Total current liabilities 187,158 266,256 453,414 Long-term debt, less current portion -- 213,526 213,526 Other liabilities 470 55,240 55,710 Stockholders' equity (deficit): Preferred stock -- -- -- Common stock 2,563 674 (557) 2,680 Additional paid-in capital 251,919 1,197,656 557 1,450,132 Other equity (4,803) 6,101 1,298 Retained earnings (deficit) 419,285 (1,642,672) (1,223,387) Treasury stock, at cost (24,169) -- (24,169) ---------- -------------- ----------- ----------- Total stockholders' equity (deficit) 644,795 (438,241) -- 206,554 ---------- -------------- ----------- ----------- Total liabilities and stockholders' equity (deficit) $ 832,423 $ 96,781 $ -- $ 929,204 ========== ============== =========== ===========
See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Statements Unaudited Pro Forma Combined Condensed Statements of Income For the Fiscal Year Ended September 30, 1997 (amounts in thousands, except per share data)
Pro forma Parametric ------------------------- Technology Computervision Adjustments Combined ---------- --------------- ------------ ----------- Software revenue: License $591,849 $ 72,777 $ (19,900) $ 644,726 Service 216,947 98,221 19,900 335,068 ---------- --------------- ------------ ----------- Total software revenue 808,796 170,998 979,794 Other services revenue -- 82,224 82,224 ---------- --------------- ------------ ----------- Total revenue 808,796 253,222 1,062,018 Cost of software revenue: License 8,233 11,217 19,450 Service 68,259 62,878 131,137 Cost of other services revenue -- 74,807 74,807 ---------- --------------- ------------ ----------- Total cost of revenue 76,492 148,902 225,394 ---------- --------------- ------------ ----------- Software gross profit: License 583,616 61,560 (19,900) 625,276 Service 148,688 35,343 19,900 203,931 ---------- --------------- ------------ ----------- Total software gross profit 732,304 96,903 829,207 Other services gross profit -- 7,417 7,417 ---------- --------------- ------------ ----------- Total gross profit 732,304 104,320 836,624 Software operating expenses: Sales and marketing 313,785 75,072 388,857 Research and development 53,236 40,093 93,329 General and administrative 38,699 22,216 60,915 Non-recurring software charges -- 45,000 45,000 Other services operating expenses -- 12,188 12,188 Non-recurring other services charges -- 7,000 7,000 ---------- --------------- ------------ ----------- Total operating expenses 405,720 201,569 607,289 ---------- --------------- ------------ ----------- Operating income (loss): Software 326,584 (85,478) 241,106 Other services -- (11,771) (11,771) ---------- --------------- ------------ ----------- Total operating income (loss) 326,584 (97,249) 229,335 Interest and other income (expense), net 10,625 (34,275) (23,650) ---------- --------------- ------------ ----------- Income (loss) before income taxes 337,209 (131,524) 205,685 Provision for income taxes 118,024 -- 118,024 ---------- --------------- ------------ ----------- Net income (loss) $219,185 $ (131,524) $ 87,661 ========== =============== ============ =========== Net income (loss) per share - basic $ 0.86 $ (2.06) $ 0.33 ========== =============== ============ =========== Net income (loss) per share - diluted $ 0.82 $ (2.06) $ 0.32 ========== =============== ============ =========== Weighted average number of common shares outstanding 255,313 63,949 (52,873) 266,389 ========== =============== ============ =========== Weighted average number of common and dilutive common equivalent shares outstanding 267,116 63,949 (52,873) 278,192 ========== =============== ============ ===========
See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Statements Unaudited Pro Forma Combined Condensed Statements of Income For the Fiscal Year Ended September 30, 1996 (amounts in thousands, except per share data)
Pro forma Parametric ------------------------- Technology Computervision Adjustments Combined ---------- --------------- ------------ ----------- Software revenue: License $ 448,699 $ 191,728 $ (27,000) $ 613,427 Service 151,423 111,087 27,000 289,510 ---------- --------------- ------------ ----------- Total software revenue 600,122 302,815 902,937 Other services revenue -- 174,384 174,384 ---------- --------------- ------------ ----------- Total revenue 600,122 477,199 1,077,321 Cost of software revenue: License 4,642 16,382 21,024 Service 51,812 67,748 119,560 Cost of other services revenue -- 134,686 134,686 ---------- --------------- ------------ ----------- Total cost of revenue 56,454 218,816 275,270 ---------- --------------- ------------ ----------- Software gross profit: License 444,057 175,346 (27,000) 592,403 Service 99,611 43,339 27,000 169,950 ---------- --------------- ------------ ----------- Total software gross profit 543,668 218,685 762,353 Other services gross profit -- 39,698 39,698 ---------- --------------- ------------ ----------- Total gross profit 543,668 258,383 802,051 Software operating expenses: Sales and marketing 238,860 93,569 332,429 Research and development 39,476 40,144 79,620 General and administrative 28,557 25,896 54,453 Acquisition and related costs 32,119 3,500 35,619 Non-recurring software charges -- 11,000 11,000 Other services operating expenses -- 24,201 24,201 Non-recurring other services charges -- 5,000 5,000 ---------- --------------- ------------ ----------- Total operating expenses 339,012 203,310 542,322 ---------- --------------- ------------ ----------- Operating income: Software 204,656 44,576 249,232 Other services -- 10,497 10,497 ---------- --------------- ------------ ----------- Total operating income 204,656 55,073 259,729 Interest and other income (expense), net 11,501 (30,806) (19,305) ---------- --------------- ------------ ----------- Income before income taxes 216,157 24,267 240,424 Provision for income taxes 78,247 2,610 80,857 ---------- --------------- ------------ ----------- Net income $ 137,910 $ 21,657 $ 159,567 ========== ============== ============ =========== Net income per share - basic $ 0.54 $ 0.34 $ 0.60 ========== ============== ============ =========== Net income per share - diluted $ 0.52 $ 0.33 $ 0.57 ========== ============== ============ =========== Weighted average number of common shares outstanding 253,100 63,287 (52,326) 264,061 ========== ============== ============ ========== Weighted average number of common and dilutive common equivalent shares outstanding 266,422 64,784 (53,563) 277,643 ========== ============== ============ ==========
See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Statements Unaudited Pro Forma Combined Condensed Statements of Income For the Fiscal Year Ended September 30, 1995 (amounts in thousands, except per share data)
Pro forma Parametric ----------------------- Technology Computervision Adjustments Combined ---------- --------------- ------------ --------- Software revenue: License $ 288,349 $ 163,716 $ (23,800) $ 428,265 Service 105,961 122,885 23,800 252,646 ---------- --------------- ------------ --------- Total software revenue 394,310 286,601 680,911 Other services revenue -- 220,473 220,473 ---------- --------------- ------------ --------- Total revenue 394,310 507,074 901,384 Cost of software revenue: License 3,348 17,181 20,529 Service 32,970 70,704 103,674 Cost of other services revenue -- 154,870 154,870 ---------- --------------- ------------ --------- Total cost of revenue 36,318 242,755 279,073 ---------- --------------- ------------ --------- Software gross profit: License 285,001 146,535 (23,800) 407,736 Service 72,991 52,181 23,800 148,972 ---------- --------------- ------------ --------- Total software gross profit 357,992 198,716 556,708 Other services gross profit -- 65,603 65,603 ---------- --------------- ------------ --------- Total gross profit 357,992 264,319 622,311 Software operating expenses: Sales and marketing 163,918 92,905 256,823 Research and development 25,591 41,533 67,124 General and administrative 20,414 20,706 41,120 Acquisition and related costs 29,438 -- 29,438 Other services operating expenses -- 28,500 28,500 ---------- --------------- ------------ --------- Total operating expenses 239,361 183,644 423,005 ---------- --------------- ------------ --------- Operating income: Software 118,631 43,572 162,203 Other services -- 37,103 37,103 ---------- --------------- ------------ --------- Total operating income 118,631 80,675 199,306 Interest and other income (expense), net 9,029 (44,924) (35,895) ---------- --------------- ------------ --------- Income before income taxes 127,660 35,751 163,411 Provision for income taxes 50,298 5,005 55,303 ---------- --------------- ------------ --------- Net income $ 77,362 $ 30,746 $ 108,108 ========== =============== ============ ========= Net income per share - basic $ 0.31 $ 0.60 $ 0.42 ========== =============== ============ ========= Net income per share - diluted $ 0.30 $ 0.58 $ 0.40 ========== =============== ============ ========= Weighted average number of common shares outstanding 246,050 51,143 (42,285) 254,908 ========== =============== ============ ========= Weighted average number of common and dilutive common equivalent shares outstanding 258,091 52,591 (43,482) 267,200 ========== =============== ============ =========
See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Statements PARAMETRIC TECHNOLOGY CORPORATION NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 1. The unaudited pro forma combined condensed financial statements of Parametric and Computervision give retroactive effect to the Merger, which is being accounted for as a pooling of interests and, as a result, such statements are presented as if the combining companies had been combined for all periods presented. 2. The pro forma combined net income per share-basic is based on the combined weighted average number of common shares outstanding of Parametric common stock and Computervision common stock for each period. The pro forma combined net income per share-diluted is based on the combined weighted average number of common and dilutive common equivalent shares of Parametric common stock and Computervision common stock for each period. This is based on the exchange ratio of 0.1732 shares of Parametric common stock (adjusted for one-for-one stock dividend referenced in Note 8 below) for each share of Computervision common stock as described in the Merger Agreement. 3. The unaudited pro forma combined condensed financial statements combine Parametric's financial statements for the fiscal years ended September 30, 1997, 1996 and 1995 with Computervision's financial statements for the fiscal years ended December 31, 1997, 1996 and 1995, respectively. 4. The unaudited pro forma combined condensed financial statements include adjustments to conform the accounting policies of Computervision with those followed by Parametric. The right to use element of maintenance fees has been reclassified to service revenue for all periods presented. 5. Parametric and Computervision estimate they will incur merger-related costs of approximately $10 million, including investment advisory fees, regulatory filing costs, legal and accounting expenses and other transaction costs. In addition, it is expected that as a result of the merger, the combined company will incur debt prepayment and consolidation and integration expenses presently estimated to be approximately $85 million on a pretax basis. All of these costs and expenses and any tax benefit relating to these costs and expenses have not been reflected as a pro forma adjustment in the pro forma combined condensed financial statements as of September 30, 1997. These amounts are preliminary estimates and subject to change. Moreover, additional unanticipated expenses may be incurred in connection with the integration of the business of the two companies. 6. Certain financial statement balances of Computervision have been reclassified to conform with the Parametric financial statement presentation. 7. As discussed in the June 29, 1997 financial statements of Computervision included with its Quarterly Report on Form 10-Q, on July 18, 1997 Computervision transferred its other services business to CVSI, Inc. and sold a majority interest in the voting securities of CVSI, Inc. to a third party. Assuming that the CVSI transaction was completed as of January 1, 1996, the pro forma results of the combined company are as follows:
Fiscal Year Ended September 30, 1997 September 30, 1996 ------------------ ------------------ Revenue $979,794 $902,937 Net income 99,432 149,070 Net income per share - basic 0.37 0.56 Net income per share - diluted 0.36 0.54
8. On February 12, 1998, Parametric's Board of Directors declared a one-for-one stock dividend on all shares of common stock, which became effective on March 6, 1998 to all stockholders of record on February 27, 1998. These pro forma combined condensed financial statements and related notes have been retroactively adjusted, as appropriate, to reflect this one-for-one stock dividend. -----END PRIVACY-ENHANCED MESSAGE-----